Incorporator's Organizational Action for California

The California Incorporator's Organizational Action lets the Incorporator of the corporation put in place many key facets of the corporation without having to hold an organizational meeting. Some of these key items include approving the sale of stock to the founders, putting in place the board of directors and officers, and resigning as the incorporator.

INCORPORATOR
ORGANIZATIONAL ACTION OF [Company
Name]

[Date]

The
undersigned, being the sole Incorporator of [Company
Name],
a California corporation (the “Company”), hereby adopts the
following resolutions pursuant to Section 210 of the General
Corporation Law of California with respect to the initial
organization of the corporation:

1.
Adoption
of Articles of Incorporation

RESOLVED:
that the Certificate of Incorporation attached hereto as Exhibit A
(the “Articles
of Incorporation”),
be, and hereby is, adopted as the Articles of Incorporation for the
Corporation and that the Articles of Incorporation be filed with the
California Secretary of State.

2.
Adoption
of Bylaws

RESOLVED:
That the Bylaws attached hereto as Exhibit B are hereby
adopted as the Bylaws of the Company.

RESOLVED
FURTHER: That the Secretary of the Company is hereby
authorized and directed to execute a certificate of the adoption of
the Bylaws and insert it in the Company’s Minute Book and that the
officers of the Company are ordered to maintain a copy of such
Bylaws in the principal office of the Company for the transaction of
its business open for inspection by the stockholders at all
reasonable times during office hours.

3.
Resignation
of Sole Incorporator

RESOLVED:
That the undersigned, being the Sole Incorporator of the
Corporation, having taken all actions necessary and appropriate in
connection with the incorporation of the Corporation, does hereby
tender the undersigned’s resignation as the Sole Incorporator to
the Board of Directors as constituted above.

4.
Sale
of Common Stock

RESOLVED:
That the directors and officers are authorized to sell and issue on
behalf of the Company Common Stock (the “Shares”) to the
individuals or entities listed below (the “Purchasers”) in the
amounts specified opposite each name, at a price of [$
Common Stock Par Value]
per share which the Board determines to be the fair value of such
Shares pursuant to a Stock Purchase Agreement.

Shareholder

Number of Shares

Total Consideration

[Founder #1
Name]

[# Shares
Purchased]

[# Shares
Par Value]

Add Founders as necessary

Total

[Total Shares]

[Total Purchase Price]

RESOLVED:
That, upon payment of the consideration the Common Stock shall be
duly and validly issued, fully paid and non-assessable.

RESOLVED:
To authorize the proper officers of the Company to execute and
deliver certificates for the number of shares of Common Stock so
subscribed and paid for.

RESOLVED:
That it is desirable and in the best interest of the Company that
the sale and issuance of shares of Common Stock, be qualified or
registered or exempted from qualification or registration in various
states and under federal securities laws; that the officers of the
Company be, and each of them acting singly hereby is, authorized and
directed, in the name and on behalf of the Company, to determine the
states in which appropriate action shall be taken to qualify or
register or exempt from qualification or registration all or such
number of the securities of the Company as such officers or officer
may deem advisable; that such officers or officer hereby are
authorized to perform, on behalf of the Company and its name, any
and all such acts as any such officers or officer may deem necessary
or advisable in order to comply with the applicable federal laws and
applicable laws of any such states, and, in connection therewith, to
execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process; and
that the execution by any such officer or officers of any such paper
or document or the doing by any of them of any act in connection
with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and
ratification by the Company of the papers and documents so executed
and the action so taken.

RESOLVED:
That if the securities or “Blue Sky” laws of any of the states
in which the officers or an officer of the Company deem it necessary
or advisable to qualify or register or exempt from qualification or
registration the sale and issuance of the shares of Common Stock, or
to register the Company as a dealer or broker, or any authority
administering such laws, require or requires a prescribed form of
preamble, resolution or resolutions, or consent to service of
process in connection with such sale or issuance, each such
preamble, resolution or consent is hereby adopted by the Board and
the officers of the Company be, and each of them acting singly
hereby is, authorized and directed, in the name and on behalf of the
Company, to certify the adoption of such preamble, resolution or
consent.

5.
Election
of Directors

RESOLVED:
That the following individuals are hereby appointed as
directors of the Company, to serve as directors until their
successors are duly elected and qualified:

[NOTE:
The number of directors must match the number of shareholders up to
three directors as seen in Section 212 of the California Code.
Thus, if there are two shareholders, there must be 2
directors. Likewise, if there are three shareholders, there must be
3 directors. If there are 4 shareholders, however, there only need
be 3 directors.]

[Director
1]Add
Directors as necessary

6.
Election
of Officers

RESOLVED:
That the following named individuals be and they hereby are elected
officers of this Company, each to hold the office set forth opposite
his/her name until a successor is duly chosen and qualified or until
such officer sooner dies, resigns, is removed or becomes
disqualified:

RESOLVED:
That the form of stock certificate attached hereto as Exhibit A is
adopted as the form of certificate for the Common Stock.

8.
Fiscal
Year

RESOLVED:
That the fiscal year of the Company shall be the twelve (12) months
ending on December 31.

9.
Qualification
to Do Business

RESOLVED:
That the Company be qualified to do business in any jurisdiction
that the Board may deem from time to time to be necessary to be so
qualified and that the officers of the Company be, and they hereby
are, authorized and empowered to execute and file, in the name of
and on behalf of the Company, with the Secretary of State of such
jurisdictions any and all documents, certificates or the like
necessary to effect such qualification of the Company as a foreign
Company in such jurisdiction.

10.
Bank
Accounts

RESOLVED:
That the Chief Financial Officer of the Company be, and each
of them acting singly hereby is, authorized and directed, in the
name and on behalf of the Company, to open such accounts with such
banking institution as the officers deem necessary or appropriate to
conduct the business of the Company; that the Company hereby adopts,
as though the same were presented herewith, any standard form of
resolution required by any banking institution in order for the
Company to establish an account with such banking institution; and
that the officers of the Company be, and hereby are, authorized to
certify the adoption of any such resolution and are directed to
record any resolutions so certified in the Company’s minute book.

11.
Employer
Identification Number

RESOLVED:
That the proper officers of the Company are directed to apply
to the IRS District Director for an employer’s identification
number on Form SS-4.

12.
Authorization
To Pay Expenses

RESOLVED:
That the proper officers are authorized and directed to pay
the expenses of incorporation and organization of the Company and
the expenses incurred in the formation of the Company and to
reimburse any persons who has made any disbursements thereof.

13.
Withholding
Taxes

RESOLVED:
That the Chief Financial Officer is authorized and directed to
consult with the bookkeeper, auditors and attorneys of the Company
in order to be fully informed as to, and to collect and pay promptly
when due, all withholding taxes for which the Company may now be (or
hereafter become) liable.

14.
Indemnification

RESOLVED:
That the Company shall enter into an Indemnification Agreement
substantially in the form attached to these resolutions as Exhibit C
with each of the Company’s present and future directors and
officers

15.
Confidentiality
and Invention Assignment

RESOLVED:
That the Company shall enter into an Confidentiality and
Invention Assignment Agreement substantially in the form attached to
these resolutions as Exhibit D with each of the Company’s present
and future directors, officers, employees and consultants.

16.
Sub
Chapter S Election

RESOLVED:
That the election to be taxed as a small business corporation under
Section 1361(b) of the Internal Revenue Code of 1986 be submitted to
the shareholders for their consent, and that upon obtaining said
consent, the officers of the corporation shall prepare and submit
the necessary documents and forms to accomplish said election under
Section 1362 of the IRC.

17.
General

RESOLVED:
To authorize, empower and direct the officers of the Company, and
each of them acting singly (i) to execute, seal and deliver in the
name of and on behalf of the Company any and all documents,
agreements and instruments to effectuate any of the foregoing
resolutions, all with such changes therein as any of such officers
may deem necessary or desirable, and (ii) to take such action
(including without limitation the filing of any and all applications
and the payment of any and all filing fees and expenses), or to
cause the Company or any other person to take such action as may in
the judgment of the officer so acting be necessary or desirable in
connection with, or in furtherance of, any of the foregoing
resolutions, and the execution and delivery of any such document,
agreement or instrument or the taking of any such action shall be
conclusive evidence of such officer’s authority hereunder to so
act.

RESOLVED:
To ratify, confirm and approve all actions taken by the officers of
the Company in connection with any and all of the transactions
referred to in or contemplated by any of the foregoing resolutions.

RESOLVED:
To direct that this Consent be filed with the records of meetings of
the Directors.

This
Action of Incorporator shall be filed in the Minute Book of the
Company and shall be effective as of the date first written above.

___________________________

[Incorporator
Name],
Incorporator

Exhibit
A: Certificate of Incorporation

Exhibit
B: Bylaws

Any [GREEN] highlighted language is intended to be
filled in by the user. Any [YELLOW] highlighted language is considered
optional or conditional by the attorney community. Consult with an attorney before using this document. This
document is not a substitute for legal advice or services. Refer to our Terms of Service for more details.

This form has been prepared for general informational purposes only. It does not constitute legal
advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein
is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship.
You should not rely upon this document or information for any purpose without seeking legal advice from an
appropriately licensed attorney, including without limitation to review and provide advice on the terms of this
form, the appropriate approvals required in connection with the transactions contemplated by this form, and any
securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

UpCounsel is an interactive online service that makes it faster
and easier for businesses to find and hire legal help solely based on their preferences. We are not a
law firm, do not provide any legal services, legal advice or "lawyer referral services" and do not provide
or participate in any legal representation.

By registering to download this document, you agree to our
Terms of Use

< Back

Company Name

Company Size

Company Industry

By registering to download this document, you agree to our
Terms of Use

< Back

Customize This Document to Better Protect You

LEGAL NOTICE: We strongly suggest you have this document customized to your unique situation, because you might require additional clause(s) to better protect your business from potential legal issues.

SATISFACTION GUARANTEEDOn All jobs booked with a verified attorney and paid for over UpCounsel.

Customize This Document to Better Protect You

LEGAL NOTICE: We strongly suggest you customize this document to suit you or your client's unique situation. You may require additional clause(s) to better protect you or your client’s business from potential legal issues.

Want to grow your practice?

Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients, backed by the UpCounsel guarantee.

We Are Sending You This Document Now

LEGAL NOTICE: We strongly suggest you have this document customized to your unique situation, because you might require additional clause(s) to better protect your business from potential legal issues.

SATISFACTION GUARANTEEDOn All jobs booked with a verified attorney and paid for over UpCounsel.

If you do not see an email from UpCounsel in the next few minutes, please check your spam box. Add: noreply@upcounsel.com to your email address book. This will help ensure future email delivery.

We Are Sending You This Document Now

LEGAL NOTICE: We strongly suggest you customize this document to suit you or your client's unique situation. You may require additional clause(s) to better protect you or your client’s business from potential legal issues.

Want to grow your practice?

Create your profile today and gain access to free marketing and practice management tools. Once your profile is complete, you will be reviewed for the UpCounsel Marketplace where approved attorneys can find and manage new or existing clients, backed by the UpCounsel guarantee.

If you do not see an email from UpCounsel in the next few minutes, please check your spam box. Add: noreply@upcounsel.com to your email address book. This will help ensure future email delivery.